


Midnight Confessions

by hereforthephilindafics



Category: Agents of S.H.I.E.L.D. (TV)
Genre: Awkward First Times, Cunnilingus, F/M, First Time, First Time Blow Jobs, Vaginal Fingering, season 5
Language: English
Status: Completed
Published: 2020-04-19
Updated: 2020-04-19
Packaged: 2021-03-01 18:22:02
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 4,555
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23741491
Author URL: https://archiveofourown.org/users/hereforthephilindafics/pseuds/hereforthephilindafics
Summary: Melinda told him she deserved a night in her own bed, but she was starting to change her mind.
Relationships: Phil Coulson/Melinda May
Comments: 6
Kudos: 70





	Midnight Confessions

**Author's Note:**

> Meanderingsoul and I were talking about how May and Coulson's first time would have been a little awkward, both of them being nervous. Not because they don't know what to do, but because the tension of taking that next step - going from friends to lovers- would be a lot.
> 
> This fic makes more sense if you forget that I've written other Philinda smut LOL! I followed canon and the idea is that Coulson and May have not had sex before until this.
> 
> Happy Sunday!

He kept touching her. Ever since they got back from space, Phil did not let a day pass without touching her. It wasn’t something he did on purpose, Melinda was sure he didn’t even realize he was doing it. But he kept doing it.

The first morning after they crossed back over, while he cooked everyone breakfast, Phil just wrapped his arm around her waist, squeezed her hip, and pulled her closer, all while flipping the pancakes with his prosthetic hand. Melinda had gasped lightly, making him smirk, the lines visible on his profile.

It had continued all day, little touches that would ignite trails of fire on her skin. Melinda didn’t think he realized just how much his touch affected her. She had come out of the Framework starved for human contact and before she had had the time to process any of that they had been dragged through time and space, forced to fight another battle that they made theirs. Melinda told him she deserved a night in her own bed, but she was starting to change her mind.

The Lighthouse was even more confusing than the Playground. Melinda missed their old base. That place was familiar, littered with the wear and tear of being lived in for years. This bunker smelled of stale time and sadness.

She hoped she had the right door; all the hallways looked the same. Melinda took a deep breath and knocked. She smiled when she heard Phil’s groan, the click of his prosthetic being secured on, and the soft rustle of fabric. It was silent for a few seconds and then he opened the door. Melinda blinked.

“I thought you said you wanted a night in your own bed?”

“Technically, that’s not my bed.”

Phil chuckled. “Scared of the boogie man?”

“Scared I’ll let this feeling pass without acting on it.” Melinda’s leg was starting to ache. She shifted her weight on her right one.

Phil moved to the side to let her in. Melinda limped a little until the pain faded and her muscles relaxed but it didn’t matter. He was there, his right arm around her waist, the palm under her shirt, rubbing wide circles. Melinda moaned.

“That easy huh?” Phil whispered in her ear.

Melinda snorted as she all but collapsed on the hard mattress, groaning. “I’m sure it’s been a while since you’ve had a woman fall in your bed, but don’t let it get to your head.”

Phil was standing in front of her as Melinda tried to make herself comfortable. His right hand was clenched in a tight fist.

“How’s your leg?”

“Medically...fine.”

“How do you feel about it?”

“I’m trying not to think about it.”

“Let me see.”

Phil knelt in front of her, blushing when he saw Melinda’s raised eyebrow. She threw her head back and laughed, gasped when she felt his hands on her hips.

“I need to take off your leggings.”

“You don’t _need_ to.”

His blush deepened, reaching his ears. “I want to.”

Melinda reached out and touched his right cheek. “It’s okay, I was only joking. I’ll tell you if something doesn’t feel right.”

Phil’s eager nod made her laugh. He helped her hold her hips up as he pulled down the leggings. He rolled the right leg down first and then concentrated on the left. Melinda hissed when the material shifted on her wound, the black spandex had a dark patch of dried blood in the middle of the thigh. Melinda took a deep breath as Phil tossed the leggings on the floor and looked up at her.

“I’m not giving you any directions or suggestions.”

He threw his head back and laughed, the first real laugh she had heard from him in such a long time. His wet lips were soft and gentle as they trailed kisses from her left knee up to the edge of her wound. Melinda tensed, trying to scoot away, but Phil held her in place.

“It’s part of you now.”

“I hate it.”

“I know.”

He still kissed it, ghosting touches around the edges where he hoped the sensitivity would be less. Melinda still whined and twisted, sinking her right hand in his hair and pulling. Phil moaned.

“If someone walked in on us, this would definitely give them the wrong idea.”

Melinda snorted and then yawned.

“Guess it wasn’t as good as I thought.”

“Shut up!”

Phil grinned. He closed his eyes and inhaled deeply, smiling. “I...I can smell you.”

Melinda felt her chest and throat heat up when he opened his eyes and looked at her. She squirmed on the bed. She had been wet since the moment he opened the door but all she wanted was his warmth, his arm around her waist, knowing he was there.

“Come on, I think we can both fit on this bed,” Phil said, smiling.

Melinda scooted forward while he climbed from the foot of the bed and crawled to the pillows. Phil’s sigh as he lied down tickled her neck. Melinda shivered. His wide palm slid around her and under her shirt, rubbing her belly.

“You’re so soft.”

Melinda couldn’t help but laugh.

“I ruined it, didn’t I?”

“A little bit.” Melinda moved back, rubbing up against Phil’s groin. She didn’t try to hide her moan when she felt him, hard and warm.

“Ignore that.”

“Why? It’s a nice compliment.”

Phil laughed, kissing her hair.

“Would have been offended if you didn’t get hard.”

“The only reason I don’t get hard around you is because I think of dead puppies.”

Melinda slapped her right hand over her mouth to muffle her laughs. She felt Phil’s body shake. She exhaled, sinking further into the combined warmth of his body and the sheets. Melinda gasped when his right hand left the plains of her belly and gripped her ass.

“Sorry, but I’m still a man at the end of the day. And if you keep doing that...”

Melinda moaned. She was close to coming and all he was doing was talking to her. She whined. “Touch me...please.”

Phil’s grip on her flesh tightened. “Tell me if it doesn’t feel right, or you change your mind.”

Melinda nodded, turning to lie on her back. Phil pushed her right leg down, tracing his fingers from her knee, to the inside of her thigh, and finally to the seam of her underwear.

“Fuck!” Phil traced his middle finger up and down the crotch.

Melinda squirmed. She knew why he swore. Her panties were soaked already. She moaned when Phil brought his finger to his mouth and sucked hard.

“Please...” Melinda’s hips were lifting off the mattress. Normally that was something she did without issue, but her thigh was starting to bother her.

Phil leaned down, his face hovering over her lips. “I like it when you beg.”

Melinda moaned, twisting her head to the right. She screamed when Phil pulled down her shirt and bra cup and wrapped his mouth around her nipple. His hands pushed the fabric of the shirt up as he slid down, kissing her belly, stopping when he reached the elastic band of her underwear. He pressed his nose into the fabric and inhaled.

Coulson looked up when he heard Melinda’s whimpers. “I don’t want to rush you.”

She rolled her eyes. “We have lived through two lives and you still think this is rushing?”

He blushed. “Maybe I’m trying to deflect because I won’t last if you have me.”

Melinda smirked. “Good. That way we can have a do over.”

Phil groaned. His hands sank into her thighs and he kissed the inside of them, staying away from where Melinda wanted him the most.

She groaned, pushing his head away playfully. “Either do something productive or I’m going to sleep.”

Phil chuckled. He took a deep breath as his fingers gripped the elastic of her black underwear. Melinda smiled when she realized his right hand was shaking just a little bit. She reached out and touched his face. Phil’s eyes were those of an eager puppy.

“We don’t have to if...”

“No.” Phil licked his lips. “I meant yeah. I mean obviously we don’t have to if you don’t want to anymore, but I do and...” He stopped and huffed.

Melinda threw her head back and laughed. Phil was blushing when she looked at him again. “How did you get all those girls back in the day?”

He closed his eyes and inhaled deeply. “I’ve wanted this for so long I’m worried I’ll ruin everything.”

Melinda raised her right eyebrow at him. “You’ll definitely ruin it if you do nothing at all.”

“We can’t have that. You’ll throttle me.” Phil stretched his neck to kiss her belly.

Melinda moaned when he ran his tongue from her navel to the hem of her underwear. She gasped and her head shot up, looking at the top of his head when his teeth clamped the soft cotton and started pulling the material down. Phil growled as he slid her underwear down her legs. He let it go and pushed it with his hand the rest of the way. Melinda kicked it away and laughed.

Phil looked up at her. Still a question in his eyes.

“Come on, soldier,” Melinda said, smirking.

When he looked down, she bit her lip. She was just as worried as he was. She didn’t want to ruin what they had, whatever it was. This could be a plus, or it could be a disaster. Only because they were best friends didn’t mean they were compatible sexually.

“Oh shit!” Melinda almost sat up when she felt Phil’s tongue run through her folds.

“What? What happened?” He sat up, kneeling on the mattress between her spread legs.

Melinda laid back down and laughed. She looked at him, licking her lips when she realized she could make out his erection. The sweatpants he had on did nothing to conceal his excitement.

“Mel?”

“I’m sorry, that took me by surprise.”

Phil sighed. “What do you think I took your underwear off for?”

Melinda rolled her eyes. “I just wasn’t paying attention, that’s all.”

“Guess I’ll have to do better to entertain you.”

She smirked. “You’re more than welcome to try.”

Phil laid back down, wrapping his arms around Melinda’s thighs and pulling her closer until his face was properly between her legs. She giggled when his scruff tickled the sensitive skin inside her thighs.

“I love your smell.” Phil nuzzled the patch of hair right above her clit.

Melinda twisted on the bed when his breath tickled her. She felt warm suddenly. Her breathing hitched when Phil licked her again.

He was focused on the task. Melinda could see his tongue peek out every time he moved his head between her legs. She sighed and mewled when the wetness of his tongue mixed with her juices. He lapped them up, humming when he pulled back to breathe.

Melinda pulled at her shirt and sat up just a little until she was able to take it off. Her bra went next. She moaned as she pulled her nipples. Phil got particularly eager and she squeezed her thighs. He made a chocking sound.

“Oh...sorry!” Melinda released him but couldn’t help the fit of giggles that overtook her.

Phil sighed. “Glad I’m humoring you.”

“I promise I’m having a great time,” Melinda said between chuckles. She pouted when she realized Phil took it a little too personally. “Come here.”

He rolled his eyes but crawled back up her body. Melinda realized this was going to be their first proper kiss. She moaned as his tongue pushed her lips open, licking inside her mouth and tangling with hers. Phil sucked hard, as if trying to absorb the taste of her. His right hand palmed her breast, his fingers rolling her nipple between them. Melinda pushed up against his groin. He growled.

“Owww!” Melinda gasped when he pinched her nipple so hard it started feeling like it was burning.

“Shit...sorry.” Phil scrambled away like she was a live wire. He sat at the edge of the bed, panting.

Melinda sat up and chuckled. She didn’t want to make him feel like she was laughing at him...but the situation was hilarious. They had faced aliens and Hydra, but they were afraid of each other.

“Phil...” She crawled to him. “You didn’t hurt me. I’m just very sensitive around my nipples. Sucks and licks do better than pulling or pinching.” She planted her hands on the mattress and leaned forward, swaying.

Phil followed the movement of her breasts like he was hypnotized. He reached out and cupped each breast. “Okay, I can definitely do that.” He bent his head and sucked her right nipple in his mouth first.

“Ohhhhh...” Melinda felt wetness leak out of her. It had been so long since she had had attention like this.

Phil looked up into her eyes, smiling around her nipple and she keened. He kept sucking until the nub was hard and sensitive, then he flicked it with his tongue, licking quickly. He switched to her left nipple and Melinda scrambled to get into his lap.

The sudden movement knocked him back and almost off the bed. Melinda squealed. Phil held onto the comforter. He sighed and shook his head. She wrapped her legs around his waist, and he crawled up the bed until his back hit the headboard. Melinda resumed her moaning when he blew on her nipples and flicked them with his tongue again.

Phil shoved his face between her breasts, licking and biting her sternum. Melinda whimpered as she realized the rough fabric of his sweats was rubbing deliciously against her clit. She held onto his shoulders as she started rocking back and forth. Phil followed her movements, moving his head to suck one breast and then the other.

Melinda felt a flush spread through her, starting low in her belly. She suddenly cried out and slammed her body against Phil’s as a blinding light disoriented her for a few seconds. Melinda was panting when she came down.

Phil chuckled, biting her. “Did you just...”

Melinda whimpered. Her over-stimulated clit was still rubbing against his bulge. “I think I just did.”

“That’s....”

She chuckled. “That’s something that hasn’t happened in a very long time.” Melinda let go of his shoulders and stretched, feeling like all her muscles had just loosened up.

Phil looked up at her with a smirk.

She shoved at his shoulder. “Shut up, this was a team effort.”

“Yeah? Wanna try the team effort on something else?”

Melinda raised her right eyebrow at him, trying not to laugh as Phil m blushed again.

“Wait, that came out wrong. I meant...if you wanted another one...”

She leaned down and silenced him with a kiss. “You have no game.”

“I can make you cum without touching you, though,” Phil mumbled against her lips.

Melinda growled and rocked against his erection. She hummed as Phil hissed, gripping her hips to slow her down.

“I think I can do the same to you, Phil.”

He shoved his head so hard against the headboard Melinda was worried he would give himself a concussion.

“Is that what you want?” She snuck her hand between them, running it up and down the hard bulge she found. He felt bigger than earlier, if that was even possible.

“Fuck...no... fuck.” Phil squeezed his eyes tight as he tried to take deep breaths. “Please, not yet.”

Melinda hummed. “You have to tell me what you want then.”

Even in the midst of arousal Phil Coulson could blush, still nervous he would ruin something even though they were past that point.

“Phil?” Melinda squeezed him harder.

He gasped and his eyes flew open. “Head...fuck! I want you to suck my cock...”

Melinda released him and brought her hand up to her face, smelling the light scent of arousal that had leaked from his head and seeped through the material of his sweats.

Phil was still holding onto her hips, panting hard. Melinda hummed. She could feel the heat radiating from his groin.

“You’re still dressed, Phil.”

He looked up at her sheepishly before he tugged his shirt off and threw it on the floor. He left his tank top on, but Melinda didn’t push. She placed her hand on his heart and focused on the steady thumps. Phil’s breathing hitched now and then.

“Still dressed too much.” Melinda untied the string of his sweatpants.

Phil laughed. He tried to just lift his hips and slide them past his ass, but Melinda almost fell off of him. She laughed and got off his lap, biting her lip as the sweatpants slid off to reveal gray boxer briefs with a darker gray elastic. Melinda hummed.

“Naked enough for you?”

Melinda raised her eyebrow. “Why don’t you match me?”

Phil fidgeted with the elastic of his underwear. His neck was flushed red. From the bulge between his legs he had nothing to be embarrassed about so Melinda frowned, confused.

“Phil...” She gripped his shoulder. “We don’t have to if you don’t feel up for it...”

Phil chuckled. “There’s a joke somewhere in there.”

Melinda rolled her eyes and smacked his shoulder. “What is it then?”

He shifted on the mattress and sat on his legs, fully facing her. “There’s no going back once...you know...”

“You know I’ve seen one before, right?”

Phil rolled his eyes.

Melinda caressed his right cheek. “I want this. I want you. And trust me, it’s been a while, I want it bad.”

He growled and pulled her to him, falling back against the pillows when Melinda’s weight crashed on his chest. She squealed and then laughed when she realized her hand had landed on his bulge.

Phil hissed, his face contorting almost in pain. His hips started giving small jumps as Melinda rubbed him over his underwear. She leaned over and bit his lip, yanking his boxer briefs in the exact same moment.

Phil screamed so loudly Melinda had to kiss him until he needed to breathe to shush him. He continued making desperate little sounds while her hand ran up and down his shaft. She hummed, licking up and down his neck.

“Still want some head?” Melinda’s voice was barely a whisper, but anything more would have startled the intensity of their moment. The Lighthouse seemed to have fallen quiet too.

Phil swallowed, his Adam’s Apple bobbing as he battled with his most basic urges. He finally let them win, exhaling and leaning back fully against the headboard, pillowing his right arm behind his head.

Melinda chuckled. “A ‘Yes, please’ would be nice.”

He pulled her nipples with his left hand, making her gasp. “Please, some head would be very nice.”

She raised her eyebrow at him. Maybe his nerves had finally run out. Melinda took a steadying breath as she let herself take the first, proper look. She whimpered, biting her lower lip.

Big did not do him justice. Phil was both long and wide, although Melinda suspected he was not longer than average. It was the girth that made up for it. She wrapped her right hand around the shaft and squeezed. Phil hissed, making her jump.

“Easy, Mel.”

Melinda smirked, loosening her grip. She tilted her head to the right as she ran her fist up his shaft until her fingers hit the ridge of his head. Phil grunted, his legs twisting on the mattress. She noted how tight his thigh muscles were. Melinda twisted her fist around his head. His very red, very wet, head.

“Oh, fuck...slow...slow...that’s it.” Phil’s breathing quickened. “That’s so good...”

Melinda watched his face as Phil closed his eyes, his head thrashing left and right as he licked his lips. Sweat was beading on his forehead and shone on his chest. Melinda bent her head and swallowed his cock all the way down.

“Fuck!”

Phil sat up, his right hand digging into Melinda’s hair, gripping tight as he decided if he wanted to pull her up, or shove her down. She gagged when the shaft hit the back of her throat and moved her head left and right a few times.

“No, no please… please, Mel come up...”

Phil pulled back and away from her. His fist gripped the base of his cock as his left hand fisted the sheets.

Melinda wiped her mouth with the back of her hand and blinked. “Was that not good?”

His laugh crackled as it left his throat. Phil took a deep breath. “Mel, that was so good I want nothing more than to jerk off right now and blow all over your pretty face.”

Melinda smirked. “I guess you’re not worried about ruining things anymore?”

Phil grunted, his head moving left and right against the headboard as his right fist still squeezed his throbbing cock. He exhaled and opened his eyes, extending his hand toward Melinda.

“Come here.”

She crawled to him, not being able to resist teasing his bobbing cock. Melinda gasped when she felt his middle finger run up and down her folds before dipping into her entrance.

“Ohhhh...”

Phil kissed her cheek. “Yeah? Is that good?”

Melinda mewled. “Deeper...please. Curve it? Oh yes... right there.”

Phil grinned as he fingered her. He could feel every ridge and soft tissue inside. She gripped and released him like his finger was a cock. Phil moaned at the heat that Melinda radiated, he had never felt something like it.

“Do you think we will get to fucking at some point?” Melinda said between panting and moving up and down in Phil’s arms.

He looked up at her, nipple still in his mouth as he stopped sucking. “Yeah? You want that?”

She rolled her eyes. “What do you think I came here for?”

“Talking?”

Melinda slapped his shoulder and Phil laughed.

“I don’t have any condoms.”

She pulled back and blinked at him.

He raised his eyebrows. “Just wanted to be transparent.”

Melinda rolled her eyes, lifting her hips until Phil’s finger came out of her. Instead of getting off his lap she scooted down, moaning when the wet tip of his cock bumped against her entrance.

“Like this, please...”

Phil grunted, looking up at her. “You sure? Your leg...”

“Shut up and fuck me, Phil,” Melinda said, between groans.

She moaned when he chuckled, moving his hips up just enough so that his head breached her entrance. Melinda mewled when she realized Phil was so hard, he didn’t even have to hold himself to line up with her. Her breath hitched when his head went all the way in.

“Oh shit...it’s so big already...” Melinda didn’t even know what she was saying until she blurted it out.

Phil chuckled. His right hand locked on her neck and pulled her down for a kiss. “It’s all for you. So, you get to control the speed. Sit on me when you feel ready.”

Melinda dug her nails in his shoulders and started lowering herself on his shaft. She couldn’t resist but touch him, so she reached back, finding his balls and playing with them before gripping the base of his cock and taking more of him in.

“Mel...I’m not going to last...”

Melinda whined, starting to go up and down on the hard shaft stretching her painfully well. She panted when she took him halfway in and realized she would need a lot more prep for the rest.

Phil’s hands ran all over her body, from her back to her ass cheeks. He gripped her hips and splayed his palms on her belly before running his hands up and cupping her breasts. When he sucked her nipples in his mouth Melinda screamed, tightening all around him.

Phil sounded like he was in pain all of a sudden. He growled and panted. Melinda could tell his legs were twisting beneath her. She felt something swell and warm liquid spurt inside of her. It took Melinda a few seconds to realize what it was. She mewled.

“Fuck...Mel...I’m so sorry...I...”

Melinda wrapped her arms around Phil’s neck and leaned into him, burying her face in his neck. “Shut up and let me enjoy this.” Her muscles felt like jelly and all she wanted to do was sleep.

Phil chuckled, rubbing her back. “Would you like to clean up?”

Melinda moved her head from side to side. “Nu uh, just want you inside of me right now.”

“I’m not going anywhere.”

Melinda woke slowly, blinking. She didn’t even remember falling asleep. Judging from the dimmer lighting it was still early. The base’s lights became stronger when it was morning, to imitate sunlight outside.

Melinda stretched, smiling when her thigh didn’t burn. A warm palm moved across her belly, making her jump before she remembered where she was. Phil was snoring lightly, his breath tickling her neck. Melinda wiggled her ass against his groin, but he wasn’t hard, yet.

“You snore when you sleep,” Phil said, pulling her closer and burying his face in her hair.

Melinda chuckled. “You too.”

Phil nuzzled her hair, humming. His hand traveled up her belly and started playing with her nipple. Melinda whimpered. Her body was still so sensitive. She was like an exposed nerve, everything about Phil overstimulated her.

“You up for another—

Someone banged on the door.

“Coulson, we might have a lead on Hale,” Daisy said. “Wake up!”

Melinda groaned. She turned in Phil’s arms and nuzzled his chest. “Your kid is the worst.”

“She takes it from her mother.” He groaned when the banging started again. “Daisy, if you keep doing that, I’m demoting you!”

Melinda chuckled and bit his neck.

“Fine! Get up. I’ll go get May.”

They looked at each-other a little wide eyed.

“Umm, why don’t you go get the intel ready and I’ll go wake May. Meet you at the Command Center in twenty minutes.”

“Copy that.”

Daisy’s footsteps faded down the hall. Melinda chuckled.

“Twenty minutes huh?”

“Yeah, I think that’s enough time for the both of us to shower and get ready.”

Melinda made a face at him. “Or...” She ran her hand down his belly and inside the sheets. “We could just skip the shower.”

“Ohhh...” Phil squeezed his eyes shut.

“Yeah...ohhhh is right.”

Melinda stretched her neck to bite his jaw. Phil growled and slapped her ass. She squeaked. That was another first. She couldn’t wait to find out how far she could push him. Melinda knew their first time was not a fair example of what Phil Coulson could do to her.

“As much as I want nothing else but to stay here with you forever...”

Melinda sighed and rolled away from him, lying on her back. “We still have to save the world.”

“Yeah.” Phil groaned as he sat up, running his hand through his hair.

Melinda looked up at him, smirking. “That’s okay, we have all night.”

Phil groaned again and slapped her ass as Melinda got off the bed and headed for the shower.

She stopped halfway and turned. “You know, Director, we should conserve water and shower together.”

Melinda let the sheet drop on the floor and turned toward the bathroom when Phil sprung out of bed and followed her.


End file.
